Changing Tides
by the wise old owl
Summary: Peter Parker has already fought against Captain America and his pals, as well as the Vulture and his accomplices. However, even though life seems pretty normal (at least, as normal as life can get for the web-slinger), things are soon to go change. Contains fluff, angst, and action. Based on the Spiderman: Homecoming movie.
1. Chapter 1 - Sorry About the Bell

**A/N: Hey there, reader! This is my first fanfic since coming back from inactivity, so I hope you enjoy! Please comment and tell me if I need to fix anything! Thanks so much!**

 ** _Occurs after Spiderman: Homecoming. Contains spoilers._**

* * *

I used to be an ordinary kid.

Well, not really _ordinary_ , per se. I was…still different than your average high-school teen. I was a big nerd. One of the weird background kids. The guy that nobody really paid attention to. The boy who got A's in all his classes. The kid who got bullied before, after, and during school. The guy that generally nobody liked.

But then, something happened. _The thing_. And then, my life turned around. For the better or for the worse, I really can't tell you. The thing is, I don't really know; I'd like to say for the better. I mean, I'm helping people out. I've saved lives. I've stopped catastrophes. I've met new amazing individuals and let them into my life. That all sounds pretty nice to me.

But at the same time, I've torn apart families. I've gotten people hurt, or worse, killed. I've helped destroy friendships. I've put my family and friends in danger. I've put men behind bars for the rest of their lives, to sit and rot underground while their friends and family cry back at home missing them, their hearts numb from all the aching.

I'll let you think on that one.

My school situation hasn't really changed. I mean, I'm still a nerdy geek. I still don't have a lot of friends. I still get bullied here and there. And, I'll have to admit, my grades have been dropping ever-so-slightly, much to Aunt May's disappointment.

Like I said, ever since that stinking little spider bit me, my life has drastically changed, as well as the lives of others. I'll never have my old life back - but is that really so bad?

That's what I ask myself all the time. Isn't it amazing to have the powers I have? To be the guy I am? To know the people I know?

But is it great to see the things I've seen? To do the things I've done?

Mr. Stark tells me yes. He says that my powers are the best thing that has ever happened to me. Most of the time, I agree with him. But there are the times when I wish that it wasn't me who ended up with these powers. I wish it was someone wiser, someone stronger, someone actually worthy.

But that's not why you're here. I'm not here to angst to you all day; no, I'm here to tell you my story, and you're here to listen. So, let's get on with it, shall we?

My name's Peter. Peter Parker. Also known as the Spider-Man.

And, before you ask, no, I'm not thirty-six years old. I'm in high school. But that doesn't make me not a man, okay!

Right, sorry. Got a little sidetracked there. Whoops. Shall we continue?

I guess my story started back in November. Well, not the _entire_ story. By this time, I had already assisted Iron Man - that's Tony Stark, by the way; that's guy pretty cool - with the whole Captain America-Winter Soldier ordeal and stopped the Vulture (who also turned out to be my crush's dad - like, what?!). So, I considered myself pretty successful by that point. Tony and I were pretty tight, too. He's, like, offered me to be an Avenger and everything. And he offered me an awesome new suit, too. I was like, 'um, HECK yeah!'

But then I realized that it was just a test. And so then I was like, 'huh, what would Iron Man want me to do?' So I declined and decided to stay as your friendly, neighborhood Spider-Man (nice slogan, huh? Mr. Stark came up with it). I'm sure that Mr. Stark is super proud of me for passing. I mean, he has taught me well.

So that's what I had been doing for a few months or so. Taking care of the robbers and muggers and whatnot. Not as exciting as getting to take on the Hulk in a friendly brawl or watch Vision walk through walls or anything, but still. I'm cleaning up the streets, and I am content with just that.

Okay, you know what, we're going to rephrase that, because that just made me sound like a janitor. And I am not a janitor (no offense, custodians). Let's see, how about this: I'm dealing out justice, and I am content with just that.

Yeah, yeah, that sounds _way_ better. Okay, right. Back to the story.

It was crisp fall day. I was sitting in Spanish class, trying not to fall asleep - last night I had had to save this cute old lady (she was like, ninety years old, by the way) from getting mugged; it was half past two by the time I got home - when, right as my eyes were starting to shut, the bell rang.

I jerked, and my head hit the desk hard. All the other students laughed at me, as the collision had been loud enough for the entire class to hear. My teacher stared down her nose at me sourly as I sat back up and shook my head, clearing it. _Ouch._

I opened my eyes. Nobody had gotten up, and my teacher had turned back to writing on the chalkboard. I was so perplexed. Hadn't the bell just rang? Weren't we dismissed? Was I going crazy?

I slid my sleeve up my arm and glanced down at my watch. _2:35 pm_. Huh. So class _hadn't_ ended yet. Then I really was going crazy!

That is, until my phone vibrated inside my pocket. I glanced back up the teacher to make sure she wasn't looking before pulling it out and looking at it under the desk so that no one would notice.

 _"You need a drink."_

The message was from Happy Hogan, basically my manager, in a sense. And my boss. And that one obnoxious guy who always tells you what to do. Kind of like Alfred for Batman, except Happy doesn't listen to me or obey my every command.

The text wasn't a question - it was an order. Like I said, Happy was the one bossing _me_ around.

I raised my hand and asked the teacher if I could go get a drink. I quickly, but casually - at least, I _thought_ I looked casual - stood up and left the classroom.

As I made my way over to the drinking fountain, something grabbed my left shoulder and yanked me out of the hallway. I let out a little yelp of surprise, and as the hand let go, I spun around to face my attacker, my fists clenched and all my senses heightened and ready for action.

"Woah, easy there, kid."

I lowered my hands and relaxed as I saw that it was just Happy. You know, I never have really understood how he, of all people, ended up with that name. I guess it was destiny.

I looked around and noticed where we were. The men's restroom.

"Dude, why didn't you just tell me to meet you here?" I asked him.

"A: Don't call me 'dude' ever again. B: Because I did that last time, and I didn't want to have to repeat myself. The drinking fountain was different. And a whole lot less awkward than saying, 'Hey, kid, suddenly go pee yourself.'"

"Okay, fair point," I replied with a nod. "So…what's up?"

"Stark needs to meet you after school. Urgent business that I can't discuss in a public area."

"Really?! Mr. Stark needs ME?! AWESOME!" I let out a whoop and pumped my fist.

"Be quiet!" Happy hissed at me. "Do you _ever_ know how to shut your piehole for just _one measly second?!_ "

"Oh, sorry," I said in a loud whisper, trying to contain my grin. I was unsuccessful in my attempts, and was too excited to pay attention to Mr. Hogan's eye rolls.

"Mr. Stark also said sorry about the bell. He said -"

"Wait, so I _wasn't_ imagining it?! I'm totally not crazy after all!"

"That's debatably," Happy muttered under breath. "Okay, yeah, listen. I played it at a frequency that only your enhanced senses could detect. That's why no one else could hear it."

When I was bit that super-spider, all of my senses were heightened. Heck, I even gained one that I like to call my 'spidey-sense'; but I digress.

"I noticed you were falling asleep in class, and I had to get your attention. Also, Tony says to pay more attention to your teachers and get more sleep at night."

I thought that it was a little overboard to have Happy spying on me all the time. Sure, it means my idol (Mr. Stark, not Happy) is looking out for me, but come on. I'm not some little kid that needs a babysitter all the time. I can take care of myself, thanks very much. And why didn't Mr. Stark just text me himself? It wasn't like I didn't have his number.

I also couldn't help feeling a twinge of guilt at that last part. I hated disappointing Iron Man. But I also got a little defensive, too.

"Hey, it's not my fault! I was out saving lives last night - what do you expect? That I just recharge after two minutes of sleep?"

"Yes; that's how this job works. Sorry, kid, but lack of sleep is part of the superhero package. Get used to it and get your grades up."

Happy looked down at his watch and sighed. "Look, kid, get back to class and pay attention this time. And _do not_ forget to meet Tony after school today - he's already cleared everything with your aunt, so long as you keep your head on your shoulders. Got it?"

"Yeah, right, got it," I said breathlessly as I was herded out of the bathroom and shoved back in the direction of my classroom.

After I regained my footing, as Happy's push had caused me to stumble, I turned around and saw that the grumpy man had disappeared.

"Huh. Wish I could do that," I said aloud to myself before turning back around and walking towards class.

As I sat back down in my seat, I realized that I was thirsty.


	2. Chapter 2 - Some Stark News

At last, school finally ended. I raced towards the exit, shoving and dodging my way through the crowd.

I was a foot away from the door, maybe even closer, when a large figure stepped in front of me. I didn't have any time to brake. I ran into the solid person and bounced off, stumbling slightly as I ricocheted backwards.

After I had regained my senses and footing, I saw that it was just my best friend, Ned. Probably my only friend, mind you, unless you counted MJ - I don't know what's up with her, to be honest; but that's besides the point.

"Uh, hey, Ned. What's up? You know, I kinda have to be going somewhere, so -"

"Wait, what? What about our plans?" Ned interjected, looking slightly hurt.

 _Plans? What plans?_ I thought, my mind racing as I rattled it for any recollection. _We already finished the LEGO Death Star, Decathlon doesn't have a meeting any time soon…_

"You know, going to the museum and getting ice cream. And then heading over to your house and…" His face fell before turning into stone. "You forgot, didn't you."

That was more of a statement than a question. I couldn't help feeling guilty, but my excitement was over-ruling all other emotions.

"What? Forgot? Pffft, no, of course not!" My mind scrambled for an excuse or lie to tell Ned. "I just…I have plans with Mr. Stark this afternoon. I tried texting you during P.E., but we don't really have good service down there, you know?"

"You _do_ realize that we have that class together, right?"

Oh. Right. Well, crap.

"Oh, yeah. Look, Ned, I'm sorry, it's just -"

"Yeah, I know, it's Tony Stark. I mean, you can't actually say no to the guy. It's fine, Peter."

"Really? We still cool?" I asked him, searching his face for any tell-tale signs of rejection and/or utter friendship-divorce.

"Yeah, man. We're still cool."

Relieved, I held up my hand, and we did our signature best-friend handshake. Afterwards, I said goodbye and rushed past him and out the door. By now, most students had gotten onto buses, been picked up, or had driven home, so the crowds weren't as big. However, all of New York could have been packed into the parking lot, and I still would have seen the sleek black limo sitting next to the curb.

Grinning from ear-to-ear, I jogged over to flashy vehicle. I heard the lock click, and I opened the door to slide in.

As I unslung my backpack from off my shoulders, I noticed that there was another person in the car other than the driver, Happy.

"Woah! Mr. Stark! You're here!" I barely stopped myself in time from tossing my overstuffed backpack over to where the billionaire was seated.

"Dang right I'm here. What'd you expect?" He retorted, still not looking at me as he was busy typing on his phone. "And next time, watch where you go to throw that thing."

My face heated with embarrassment and rubbed the back of my neck, but I tried to shrug it off. I couldn't believe that Tony Stark had actually come with to meet me! I mean, sure, he's done it before; but that didn't make the encounter any less awesome.

"Uhh, so, um, what's up?" I flinched as my voice cracked. "Happy said that -"

"That I had urgent business to discuss with you, yadda yadda yadda." Tony looked up from his phone and up at the driver. "Happy, get us out of here and onto the road. I'm sick of weird teenagers taking my picture and gawking at my overly-handsome face."

The car started up and pulled smoothly away from the curb, out the parking lot, and onto the road. Butterflies made of pure excitement and giddy erupted in my chest as dark sunglasses turned their attention to stare at me.

"Parker, we need to talk about something; besides your declining grades and attractive aunt. There's been-" He stopped and looked condescendingly down at me over his shaded glasses. "Okay, kid, listen. You need to stop grinning like a maniac and settle down. Got it? It's very distracting when to talk someone when they've got that stupid look on their face."

"Yes, sir. S-sorry, Mr. Stark," I replied, unsuccessfully attempting to contain my grin.

"Okay, where were we?" He paused for a second before continuing. "Oh, right. Down to business. There's…been some bad news."

I nodded eagerly, my eyes wide and imploring.

"The Manhattan Detention Complex had some problems with security, and, to put things nicely, inmates escaped."

"Oh, really?! Sweet! Uh, I-I mean, oh, no, that's awful! Don't worry Mr. Stark, I'll round up those suckers faster than you can say, 'the amazing Spider-Man!'"

"Peter, it's not just your average assaulters and bank robbers. You remember all those guys you put in prison? The ones that were Toomes' accomplices and minions?"

"Uh…yeah? So what? I beat them once; why can't I beat them again? Those guys are weak-sauce."

"Maybe last time. But then, it was just to save them some easy dollars and jail time. Now, they're out for revenge. And trust me, kid, revenge is the worst motive possible. It makes people dangerous, makes them something almost beyond human." He paused, his eyes glazing over slightly. When he spoke, it was slightly quieter, more hushed, more reverent. "Trust me, I know."

Of course I knew he knew. I had helped him out with the first deadly encounter with Captain America (I stole his shield, by the way - how cool is that?! But, then he beat me up, but that's besides the point).

"So…is that all that you had to tell me?" I realized that we were nearing my apartment, and disappointment was beginning to gnaw its way through my gut. No way did I want to sit at home and do homework when I could be hanging out with Tony Stark!

"Not quite. I also came to tell you to _stay away_ from them. Davis, Gargon, Schultz, all of them. _Don't_ you _dare_ even _think_ of going near any of them without backup. Do you hear me?"

We had parked in front of my apartment, so I already had the door open and was shrugging my backpack onto my shoulders. I wasn't really listening to him, as his lecture had bored me from the beginning. And not to mention the fact that I was definitely _not_ going to be listening to that advice.

"Yeah, sure, got it. Bye, Iron Man!"

"No, Pete, I'm seriou-"

I slammed the door shut and jogged towards the door. I made my way up and into my apartment, where Aunt May was sitting on the couch reading a magazine.

"Hey, Peter. How was your meeting with Mr. Stark?" She asked.

I was still high off giddiness and euphoria as I made my way past her and towards my room. "Fine. Awesome." I replied breathlessly before opening my door and flopping right onto my bed.

Little did I know that things were only going to go downhill from there.


	3. Chapter 3 - Cherry Pie and a Fat Guy

**A/N: Hey there, guys! My apologies for the long period of inactivity. To redeem myself, here is this next chapter. You'll** ** _probably_** **find some errors in my writing, so I apologize for that, as well. Hope you enjoy it!**

 _ **Spoiler: contains slight fluff and bromancing.**_

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I've always been a big fan of cherry pie. Always have, always will. Especially Aunt May's - let me tell you, the woman is cherry wizard. A pie genius.

So when the smells of molten cherries blended with the aroma of steaming graham cracker crust came wafting right into my super-enhanced nostrils, I was awake in a flash.

...And ended up banging my head on the bottom of the bed above me. Oh, and don't forget the pain that seared its way all over my body; my muscles were sore and I had multiple scrapes and bruises. Yet another heist had happened last night, and let's just say that the amazing Spider-Man had been there to save the day in an epic showdown.

And epic showdowns usually result with the bad guys in jail and the hero with some minor injuries.

Luckily, this time I hadn't contracted a black eye or anything on my face; unless you counted the giant bump on the back of my head, of course. _And_ the new one that was forming from my sudden consciousness a few seconds ago.

So as I rolled out of bed, I quickly shoved a hoodie over my head and yanked on some sweatpants to cover as much as my body as possible. Fortunately, it was mid-November, so I wouldn't have to explain the extra-warm clothes.

I was in the kitchen in a flash. My dark brown eyes scanned the counter for the beloved dessert, and there it was.

As I started towards it, Aunt May reached out and grabbed my wrist.

"Uh uh uh. You're not eating pies for breakfast, young man. These are for tonight," she told me.

"'Tonight?'" I echoed. "What's going on tonight?" Aunt May never made her famous dessert without a good reason. "You didn't invite MJ's parents over did, you?" I asked with dread. Aunt May was always doing stuff like that to me - inviting girls and their parents over. Luckily, I knew that she couldn't have invited Liz and her family over, since Liz and her mom had moved to Oregon and her dad was, of course, in prison. Thanks to me.

 _Or was he?_

Oh, why hadn't I asked Mr. Stark exactly who had escaped? Did the Vulture end up getting out? How many of his little minions escaped?

Cursing to myself at my stupidity, I listened to May's response.

"Oh, no. Although, now that you brought it up…" She grinned at me slyly, and I rolled my eyes, my face heating up. MJ and I weren't a thing, I promise. But if I have a female friend (if I can even call MJ a friend, that is), you can count on my aunt to embarrass the living crap out of me.

"No, we're having someone else over. I met him in the park today."

"The park? May, are you serious…" I whined, plopping down onto a stool.

"Now, listen. He's a really nice man. And I told him about you, too, you know. I told him how smart you are, and he said that he's actually been looking for someone to help him with his work. Guess what he does, Peter."

Aunt May seemed pretty excited. And happy, too. But…this wasn't going to be a date, was it? How could she move on from Uncle Ben so quickly? It'd been what, a year? If that?

"Um, I don't know."

"He's a mechanical engineer. He also said that he's even worked with the scraps from the alien invasion back in 2012. Remember that, Peter?"

I perked up at this. "Wait, really?! Does he work for S.H.I.E.L.D?" I asked eagerly.

"Well, I don't know, but I'd imagine so, if he had access to all those materials." She sat down next to me, looking at me in the eyes, her face serious. "Peter, I know what you're thinking. I'm not doing this for me - I'm doing it for you. So I can totally call him and tell him not to come if you don't want him to."

A warm feeling grew inside my chest. I wasn't really ecstatic at the thought of Aunt May dating some random stranger. But at the same time, I did want her to be happy. And I was glad that she wasn't afraid to put things like this out into the open. She preferred to talk things through, express thoughts and feelings through words.

 _Maybe that's why I talk so much when battling people_ , I mused.

I expressed my feelings out loud to her. "Thanks, Aunt May. But I want you to know that you can go do whatever you want. As long as you're happy, I'm happy."

She smiled at me and embraced me in a tight hug. I smiled and wrapped my arms around her in return.

I know what you're thinking. _"Ew, gross, I thought that this story was going to be an action story?! Isn't this Spider-Man? Why's he so lovey-dovey?"_

Well, sorry to disappoint, but me and my aunt are pretty close. We like to talk things out, and don't really keep secrets from each other. We're pretty open, as I've mentioned before.

Well…except for the whole crime-fighting thing. I still feel a little guilty for keeping that from her. But, of course, she just had to walk in on me that one day.

Luckily, I covered it up. Pretty genius, if I do say so myself.

I had quickly tugged my mask right back over my face and had Karen - that's my A.I. - turn on my enhanced interrogation mode. I turned around to see my shocked aunt standing at the door.

"Uh, hey there, ma'am. Um, watch your language, yeah?" My voice had been altered to deeper than it actually was, so hopefully May wouldn't catch on.

"What are you doing in my house?" She had demanded, ignoring my last comment.

"Oh, uh, I was, uh…I got lost, and I heard that this was where Peter Parker lived. I, um, met him once or twice during his Stark internship trips. I was thinking, erm,…maybe he could give me directions? I'm really sorry for intruding, madam, I just -"

" _You_ ," she had started, pointing at me, "got lost…in Queens? Isn't this supposed to be your hometown?"

"Well, um, erm, more like home city, ya know? And, uh, the suburban parts are kinda like mazes, and…"

May had nodded, her eyes slightly narrowed. "Yeah, okay. No, Peter's not here right now. I'm afraid you'll have to find your way around on your own, sir. Good day."

Then, I had nodded, waved a farewell, and crawled right back out the window.

I came back about half an hour later, and Aunt May told me the story of what had happened; well, her version of it, anyways. I had acted surprised and bewildered, trying to sell the act that I wasn't indeed Spider-Man. Luckily, May hadn't pieced together the hair color, height, stance, and the fact that I was in her apartment. And all of my stuttering and stumbling over words. I guess the universe justs wants me to keep on living my double life in secret.

... _Unless_ she figured it out and is in denial, or is waiting for me to fess up. That thought kind of scares me.

Now, back to where we left off.

We sat there, embracing each other, for I don't know how long. Eternities. Hours. Heck, for all I know, it could been a single minute. But I loved every second of it.

Afterwards, I told Aunt May that I would be heading over to Ned's house to hang out. She made me eat breakfast before I left, though, but I was soon out the door.

I stood outside the apartment and texted Ned.

 _"Need a lift. Your mom mind driving?"_

About two minutes late I got a response. _"On our way, bro."_

 _"Sweet, thanks man :)."_ I wrote. However, after rereading it, I deleted the smiley face. I liked to reserve those just for Happy.

I leaned against the brick wall and waited, playing various games on my phone and talking with Karen. I was wearing my Spider-Man suit underneath my street clothes, for reasons which I'll explain later.

At last, I saw a car pull up next to me. Checking to make sure that it was Ned and not someone else, I put my phone away, slipping it into my back pocket, before strolling over and hopping in.

"Hey, Mrs. Leeds," I started. "Thanks for picking me up."

"Oh, it's nothing, Peter," said the Filipino lady up in the driver's seat. "Anything for a friend of Edward's."

"Mom, what have said about calling me that?" Ned whispered furiously. "It's not _Edward_ , it's _Ned_."

I smiled. Then I sat in awkward silence as music that I didn't understand started playing on the radio. I mean, sure, Ned and Mrs. Leed could understand it. But I don't speak Filipino, so things weren't exactly comfortable.

Ned's mom was humming along, but my best friend was tapping his foot anxiously, also feeling the same awkwardness that I was.

"So, Peter, how's that Stark internship going? Ned has told me all about it." She shot a glance at her son that clearly stated, _Happy now?_ as she said his name the way he preferred.

"Oh, um, great. I actually had a meeting with Mr. Stark yesterday. I, uh, got an assignment from him recently. Thanks for asking." I responded.

"Oooh, that sounds exciting."

After that, small talk was what filled the Honda - and the cultural music, of course.

At last, we pulled up in front of the Leeds' apartment. We parked, exited the car, and headed up towards the apartment. Ned and I talked amongst ourselves, with Ned's mother leading the way with a pleasant smile.

Once at our destination, we made a beeline to Ned's room. Once inside, I shut the door quietly before walking over to Ned.

He looked up at me, puzzled. "Uh, Peter?"

But I had already started stripping off my clothes. First to go was my jacket, then my shirt.

"Okay, dude, you're really starting to creep me out," he said warily, a concerned and frightened look on his face. That is, until he noticed what I had on under my clothes.

"What a minute, you're not…"

"Yeah, I am. Sorry to ditch you, I just…I have something I need to do," I explained as I stepped out of my khaki pants.

Ned sighed. "Come on, man. You, like, never have time for me anymore. No more Neder time, you know?"

"WOAH. Woah, woah _woah_. _Never_ say that again, got it?" I ran my hand down my face, exasperated, embarrassed, and a mixture of other feelings. "Moving on. You know when I said that I got an assignment from Mr. Stark?"

"Dude, when are you ever going to call him Tony? Or Iron Man?" Ned interjected.

"Just hush. So, yesterday after school, he told me that there was a prison break."

"Wait, for reals?" Ned sat up straighter, the bed creaking under his heavy weight. "That is sooooo cool!"

"I know, right?! That's what I said. But guess who got out?"

A look of understanding crept onto his face, and he gasped. "Oh, my gosh. Toomes, Davis, Schultz, Gargon. All those guys, gone."

"Well…we don't really know _who_ got out. Mr. Stark never actually told me. But we have to find them. Who knows what trouble they'll get into."

"You're going out in broad daylight to search for wanted criminals? Won't they all, you know, be in hiding and on lookout for the giant spider guy?"

"Ned, I have to try. And I can't go tonight, because Aunt May invited this guy over for dinner that she met at the park, and if I miss that then -"

"Wait, some dude at Central Park? For reals? Isn't that, you know, dangerous?" Ned asked, raising a dark eyebrow.

I shrugged. "I dunno. But Aunt May said that he said that he worked with the leftovers from the alien invasion back in 2012. So I'm guessing that he works with S.H.I.E.L.D., if he had all that access to all that stuff."

Ned nodded, smiling. "Nice. Boy's got connections."

"Yeah. But I really gotta go if I want to get back in time," I pulled my mask over my face and started backing up towards the window.

"Wait, what if my mom asks about you? What do I tell her?"

"I don't know…tell her I'm in the bathroom." I slid open the window and jumped onto the sill.

"For hours on end?!"

"Just, make something up. See later, bro!"

I left Ned stuttering back in his room as I leapt into the air. I soared through sky, opening up my arms and allowing my thin "squirrel wings" - as I call them in my head sometimes - to glide into action. I landed on the building just across street from Ned's home, and clung to the old brick wall with my fingers and feet.

Quickly, I crawled up to the rooftop and began swinging across the city. It's one of my favorite parts of the job: being able to fly and soar through the city.

After about five minutes, I shot a web out that fizzled towards the ground. I cursed as my web fluid ran out and I plummeted towards the trafficked streets. Panic filled my chest, and I tried to think of what to do. People in cars that had spotted me started honking, and I began to hyperventilate. My fear was constricting, the wind ringing in my ears. All I could hear over the rush of air was my own labored and panicked breathing. Everything was upside down, then sideways, then right-side up, then sideways, then upside down -

I landed heavily on the top of a taxi, feeling the aluminum crunch beneath my weight. Loud profanities issued from below as the driver leaned out and yelled angrily at me. Groaning, I closed my eyes, the pain coursing all over my already bruised and battered body.

This was probably my least favorite part of job.


	4. Chapter 4 - A Fly-By-Not Epic Fall

**A/N: Hey, guys! Unfortunately, this chapter is a little short, for which I apologize. However, this chapter was fun to write; but was also slightly rushed. Don't forget to review! Please fix me on my mistakes; I'm sure there are plenty! Also, a giant thank you to those who have followed, favorited, and reviewed this story. You guys keep me going! Tell me what you think of the story so far! I hope you all are enjoying reading it as I am writing it!**

* * *

I had no luck in locating anybody of the Bad-Felons-Who-Had-The-Cool-Weapons, so I just went back home. I was praying that Ned had successfully covered for me and Aunt May and Mrs. Leed weren't digging up all of Queens to search for my dead body. And I was hoping that they wouldn't have to bury my dead body after I got home and Aunt May killed me for disappearing.

Man, why did I ever go over to Ned's today?

As my apartment came into sight, I realized that my civilian clothes were back in Ned's room. I groaned, wanting to flop on the floor and just sleep. For all eternity.

My savings had been spent on a collection of _Star Wars_ movies and a churro, so it wasn't like I could go out and buy some tourist shirts and shorts. I could always just go in my underwear…

No. No, no, _no_ , that was _not_ happening, sorry.

I racked my brain, thinking, _thinking_ , as I sat perched on a rooftop across the street. My mask was pulled up as I munched on my churro. I had (obviously not been thinking) used up the rest of my cash to buy the sugary, cinnamon stick after I had been able to get back up off the destroyed taxi and onto my staggering feet. My brain still muddled from the impact and ears still ringing, I had stumbled around town and came across a churro stand. Obviously, you know what happened next.

Now, I was regretting that decision. Well, slightly, anyways. The sugar and carbs coursed through my veins, making me feel a little better.

I didn't know how in the world I was going to cover up all the cuts from broken glass, bruises from tin, and bangs from falling forty feet from the sky.

After ten minutes, nothing had come to mind. So, sighing, I stood up, moaning at the movement.

"Come on. You're _Spider-Man._ You've got this. You have lifted up cars. You have defeated a giant vulture-dude. You have risen from the remains of a destroyed building. You have survived drowning. You have held a ferry together. You can jump from one building to the next. All you've got are a few bumps and bruises. Iron Man gets broken faces and swords stabbed through his abdomen!" Okay, not really, but still. "You've got this, Spider-Man!"

My pep talk had me backing up, and my muscles bunched as I pulled my mask back over my mouth. _You've got this, Spider-Man. You've got this._

I sprang into action, running full throttle, even over my burning muscles and pushing through my limp.

I leapt, my arms and legs flailing as I soared wildly through the sky. I let out a sound that was a hybrid of a scared yelp and a breathless whoop.

I landed on the other side, but my legs crumpled beneath me, my ankles rolling. I tumbled across the concrete rooftop, finally stopping as I collided with a vent.

"Ouch."

I wearily clambered back onto my feet and took a few unsteady steps before shaking my head and heading towards the wall. Taking a deep breath and clearing my head, I started crawling down the bricks, avoiding windows and clinging to ledges when I came across them. At last, I reached my own room. Luckily, I always the kept the window unlocked, and Aunt May had yet to figure that fact out and lock it back up.

I opened the window with one hand and peered in. The door was shut. Thanks the gods.

I silently stepped into my room and changed as quickly as I could. There was no sound of hysterically sobbing or frenzied yelling, so I was hoping that I was in the clear.

Hiding my suit (in the bottomless pit that was my closet), I went back out the window and closed it behind me with my foot. I spider-crawled all the way across the building and down towards the door. Sighing and bracing myself, I walked through the double doors and went straight for the elevator. I didn't bother with the stairs - I was too stressed and sore to run up to my apartment.

The small, musical _ding!_ alerted me that I had reached my destination. My stomach was roiling; I hated letting down Aunt May, and facing her wrath or cold disappointment was most definitely _not_ on my to-do list.

I walked up to the apartment door and, forcing my hand to raise, knocked hesitantly on the door. I cringed, biting my lower lip, as I heard the lock click.

The door swung open to reveal a flushed and frazzled Aunt May. I shuddered, before noticing something odd.

She was smiling.

 _Smiling._

 _What the -?!_

"Peter, at last! It took you long enough!" I was grabbed by surprisingly strong arms and bustled inside, the door shutting and locking behind me. "He's going to be here in ten minutes! Hurry, hurry, go clean yourself up! You look you just ran a marathon! Oh, dear, you smell like it, too. Hurry ,go shower, and get in here ASAP! Hurry!"

I was thrown towards the bathroom, and the aromas of cooking foods wafted around the air. Still startled and absolutely dumbfounded on why my butt wasn't getting chewed out, I grabbed some clothes and took the fastest shower I could. I threw a NASA shirt over my head and tugged on some canvas joggers. I walked out of the slightly steaming bathroom, still attempting to gel and comb my hair, even without a mirror.

Aunt May was setting places at our humble table, bustling around the room as she scrambled to get ready before our guest arrived.

Suddenly, a strange fact struck me.

"Hey, Aunt May? What's this park-guy's name?" I asked her, adding what I hoped to be a charming touch to my hair and setting the tube of gel and comb down on the table. I had picked up a spoon and used it as a mirror.

"Hmm? Oh, right. Phineas Mason," she called over the dim of a beeping oven, swatting at the smoke billowing from its insides.

"How does he know where we live?"

"I wrote down our address on a sticky note he had in his pocket."

 _So, he happened to have a spare sticky note and pen in his suit pocket at the park? Each man has their own hobbies, I guess,_ I thought, shrugging it off.

"Oh, my, look at the time!" May straightened up and fluffed up her hair, smoothing down her flattering dress.

With a teasing glint in my eye, I said, "Aunt May, are you sure this isn't a date?"

She glared at me, then seemed to suddenly fully see me.

"Oh my gosh! Peter! You have to be wearing something way better than _that!_ " She shot a disgusted look at my gray t-shirt. "Go put a suit on or someth-"

We froze as someone knocked on our door.

"He's here!"


	5. Chapter 5 - An Undecided Date

We both stared at each other wide-eyed for two full seconds before I sprinted to throw unfolded blankets behind the TV and May ran to answer the door.

"He's here!" She shrilled again in a hushed whisper.

"Yes, May, I know," I said as I tried to catch my breath as I ran around trying to clean up. "You've said that already."

"I know, I'm just so -"

"Answer the door!"

"Okay, okay!"

She flung the door open with a lot more energy and force than was necessary. In the doorway was standing a man (well, I'm sure you could guess that). He had a large stomach with dirty blonde hair and a small, well-kept beard. He was wearing a suit that looked like it had fit twenty years ago, but in his right hand was clutched a bouquet of violet irises.

"Hi," he said, a smile plastered behind the facial hair.

Well, if you had to ask me, it looked more like peach fuzz than a man's beard. See, Mr. Stark or Thor had it down; this Mason guy was nothing next to them.

I snorted at this thought, and both of them turned to look at me. I covered it up by pretending to break out into a coughing fit.

"Well, come in! Come in! Mr. Mason, this is my nephew, Peter, who I told you about," May started as she stepped aside to invite the man in and shut the door behind him.

"Oh, please, just Phineas. No need to bother with this Mr. Mason stuff." His voice was slightly nasally and higher than I had expected it be. Of course, if I was being completely honest here, it was nothing compared to my own squeakiness.

Dang it, why did I just say that? Sorry, ignore that last comment.

"Um, sit down! I hope you like ravioli," Aunt May said, showing him to his seat. She gave me _that_ look, and I scurried towards the table.

"Of course. I love anything, especially that's home-cooked," came Mr. Mason's - Phineas's - response. "And by the smell and looks of this, it will far exceed my expectations."

Man, this guy sure knew what to say. To be honest, I was expecting some socially-awkward weirdo that had somehow obtained my aunt's sympathy. But this dude? He seemed pretty skilled in the gift of tongues, if you asked me.

We started to eat and broke into small talk. Well, May and Phineas talked while I sent a few texts to Happy.

 _"Hey, what's up? Any new missions for me?"_ Then, a little while later, _"I got another churro today. Not from an old lady this time, though."_

As I hit send, I jumped when my name was spoken.

"So, Peter, I hear you're pretty smart."

I quickly looked up and away from my screen, tucking the device under my thigh hastily.

"Uh, yeah, I guess so," I replied, slightly taken aback.

"Oh, he's being modest. He's on the Decathlon team for his school, and he even internships for Tony Stark," May piped, beaming with pride.

"Really?" Phineas seemed interested in this. "Then you must have been in the D.C. accident just a little while ago, right? I had a friend of mine's daughter who was in there."

"I, uh…" Shoot, what was I supposed to say? I couldn't say I wasn't in the elevator, because I had been. I couldn't say I wasn't harmed, because - trust me here - that long fall definitely hurt. And couldn't say I was the ground, or I hadn't been there at the time, or anything. "I survived, so everything's alright," I replied at last, gulping. I had never been a good actor.

He laughed. "Well, obviously! And tell me about your internship. Do you ever get to see the Avengers? The invincible Iron Man, or, say, the amazing Spider-Man?"

It was then that I noticed the strange glint in his eyes that I had failed to observe before. My spidey-senses twitched, and I felt the hairs on my skin rise.

"Yeah," I started slowly. "Spider-Man's a cool guy." I nodded my head to help my cover. "And Iron Man. He's super tough. Oh, and don't get me started on Vision." I tried to take the attention off my secret identity.

He nodded once. "Cool beans, little dude." After that, he turned back to Aunt May and they started animatedly talking again about work and bills and coupons.

After we all were finished eating, the adults still sat there talking and fangirling over a Bath and Body Works sale. Like I said, this man wasn't the manliest of men.

While they chatted, I took their dishes and washed them, since I was bored out of my mind and still feeling bad for leaving Ned and lying to his mom and my aunt. And for not telling May about my alter ego that went out every night to fight crime. I have always hated guilt. And lying. And keeping secrets. Doing some chores helped calm my sinful conscience; but when I was done, the grown-ups were _still_ sitting on their butts and talking.

I stood in front of the door and yawned loudly, stretching my arms and back melodramatically. Luckily, I caught my Aunt May's attention and she saw me and looked at a clock.

"Oh, my, look at the time. I think it's time for Peter to head to bed." She stood up, and Mr. Mason did, as well.

"Whelp, I should get going. I've got a long day at work tomorrow. Peter, if you ever want to talk Avengers and alien tech, gimme a call. Your aunt will know where to find me," he said, pushing his chair in and heading towards me and the door.

I nodded, excited at the prospect of getting to go to a S.H.I.E.L.D. base or something, before remembering the odd look in this man's eyes, and caution reentered my stomach.

We said our farewells before May handed him his coat and opened the door. We waved for the final time before my aunt slowly shut the door.

I was still trying to not be offended by the whole "bed-time" thing, but I obeyed as May shooed me towards my room. I was still feeling off-guard from my spidey-sense going off, and I had no idea why. I had never heard of this guy before, and he seemed pretty nice.

 _But…_

I crawled into bed, my mind trying to push our guest out and let fantasies of kicking butt alongside Iron Man lull me to sleep.


	6. Chapter 6 - An Exponential Crisis

**A/N: Hiya, readers! My apologies this chapter took so long. Hopefully this ending will get y'all interested again in reading this (I mean, what?! No surprise ending, pfft, what chu talking 'out? Ignore me!). Anyways, sorry again, enjoy the chapter!**

* * *

I woke up to a bright Sunday afternoon. It was nearly twelve o'clock; normally I didn't sleep in that late.

Yawning, I stretched briefly before rolling out of my sheets.

… _And_ right onto the floor.

I let out an "oof" as my nose collided with the wood floorboards, and I just lay there for a moment before finally getting up. I untangled myself from my blankets before wadding them up and throwing them onto the top bunk. I threw on a sweatshirt and khaki before heading out the door, leaving it hanging ajar behind me as I trudged into the living room.

Aunt May wasn't anywhere to be seen, so I figured she was still sleeping or out running errands. I threw myself onto our humble couch and pulled out my phone. Still, I hadn't gotten any news from Happy. I didn't let the silence get to me, and I quickly texted, " _Still waiting for my next mission!"_ followed by a fist emoji.

Sighing, I ducked the device into my pocket and rested my head on one of the pillows. Bored, I pulled the TV remote towards me with my web shooter - I always kept one concealed on me as a watch, just in case.

I flipped through the stations, but nothing seemed good. I turned off the television and let my arm flop onto the ground, signifying my weakness of boredom.

Being bored is my kryptonite.

After what seemed like hours of melancholy torture, a small idea clicked into my brain. Later on, I would realize that I really should learn to think things through more. But at the time, it seemed brilliant.

I rolled off the couch and onto the floor, pushing myself up and jogging into my room, jumping the couch like a hurtle on my way. I dug through the confines of my closet and pulled out my suit.

"Time to Spidey up," I muttered, my plan still working furiously in my brain as I ran through it over and over.

I quickly changed and opened my window, crawling through just like I always did. Using my left foot, I slid the window back closed and shot some webbing at it to keep it locked. _I should be back in less than two hours, right?_ I thought. _Just a quick little investigation._

I made my way through the city, keeping an open for any of the Vulture's little birdies, or the beastie himself. Man, why hadn't I asked Mr. Stark who exactly had escaped?

Finally, my destination came into view. The building loomed over the streets, looking like a giant gray gravestone. No wonder it was nicknamed the Tomb.

I landed in front of the building, thinking of how to get in. Breaking into a prison didn't seem like the smartest idea, so….

Shrugging, I gathered all of my swagger and strutted towards the door of the South Tower. Once I reached my destination, I pushed open the doors and strolled through. I recalled the way Mr. Stark walked into places, so I tried my best to imitate that, acting as if I owned the place.

The guards noticed me right away. Bright red and blue tights aren't exactly the most inconspicuous, afterall.

I went right up to the bewildered officer and leaned casually against the counter.

"So, uh, I'm here to see Messrs. Toomes, Davis, Gargon, and Schultz. Any chance I can have a word with those fellows?" I asked, making my voice sound gruff and deep. I would have let Karen turn on the enhanced interrogation mode, but after the last time I used it, I had made an oath to never use it again.

"Uhhh…" The guy still seemed taken aback to see me there, but he recomposed himself and said, "Adrian Toomes is currently taking a visit with his family right now. Mr. Davis was released three weeks after serving his time."

I got a small flutter of butterflies in my chest after hearing that Liz was here all the way from Oregon, but I pushed it down. I had to focus on my mission, and she probably hated my guts right now, anyways; both Peter Parker's and Spider-Man's.

"Wait a second, Davis was released already? Hold on, hold on - was he that guy I webbed to his car?" I totally forgot about my deep voice imitation, but I was too focused on the news.

"Yes, sir. We found him about half an hour after he said you left him there."

Man, I had totally been confusing him with someone else. I thought he was one of the Vulture's little baddies. Now I felt kind of bad; hadn't he said he had a niece or nephew close by, and he just wanted to keep them safe?

I bit my lip. Well, he was still doing bad stuff. Buying illegal and weapons, and whatnot. It's hard sometimes, being Spider-Man, locking people up with families.

I realized that I had been lost in thought a bit longer than I had thought, so I cleared my mind.

"Um, yes. So, what about Herman Schultz and Mac Gargon?" I asked after getting myself back together.

"We had a breach in security not too long ago. Both of those you named escaped, as well as one other prisoner," the guard informed, and I noticed the slight embarrassment in his words. Apparently, letting insane criminals escape wasn't going well for the prison workers.

Well, at least now I knew who had escaped. I mean, I couldn't actually speak with any of the prisoners, but at least I knew that I only had to worry about two of them.

… _Unless_ they hired and recruited more physcos who are out to kill me. That would be bad. Dealing with just the one Vulture was bad enough.

As I was dismissing myself and turning to leave, a strange thought struck me as I remembered what the officer had just said a few seconds ago.

I turned back around, catching the guy's annoyed and surprised look.

"Hey, what was the name of that last inmate who escaped?" I questioned, a strange feeling building up inside of me and my spidey-senses tingling.

He replied, "It was a Mr. Phineas Mason."

I felt my heart stop and insides turn to ice. Feeling like I had just been wacked over the head with a frying pan, I nodded, said thanks, and left.

My panic was intensifying as I webbed and swung furiously through the large city.

 _Aunt May, Aunt May, Aunt May, please, please,_ please _be okay,_ I thought desperately. _Let me be mistaken, let this guy be out of town, let the cops have grabbed him, anything. Just please, please, be okay, Aunt May._

At last, I reached my apartment. With worry and anxiety buzzing in my head, I didn't think straight as I burst through a window. I found myself in the hallway and sprinted towards our door. I kicked it down, ignoring the vibrating pain in my legs as I tumbled through the doorway.

"Aunt May!" I yelled. No sign of her. My breathing was starting to halt. "Aunt May! Aunt May!" I searched throughout our whole apartment; her room, my room, the bathrooms, behind things, under things, everywhere. I tore the whole apartment apart, not caring about the messes I made. My heart was drumming loudly in my chest as I frantically looked for a note or anything that might give me a clue as to where she was.

Nothing.

 _No, no, no, no_ , I thought. "No, no, no, this can't be happening. It's not."

I checked her room again, noticing something I hadn't before. _Her bed wasn't been made._ Aunt May _always_ made her bed, no matter what. Tidiness was her thing. We didn't go anywhere without the house looking somewhat decent, especially our rooms.

I yanked off my mask, finding it hard to breathe. I squeezed my eyes shut, trying to get air into my lungs. The world was spinning; I felt myself collapse onto the floor; my ears began to ring; and just before I blacked out, I heard the muffled noise of what sounded like jet boosters.


End file.
